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Common use of Exemption from Liability Under Section 16(b) Clause in Contracts

Exemption from Liability Under Section 16(b). Assuming that ICBC delivers to Sovereign the Section 16 Information (as defined below) reasonably in advance of the Effective Time, the board of directors of Sovereign, or a committee of Non-Employee Directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafter and in any event prior to the Effective Time adopt a resolution providing that the receipt by the ICBC Insiders (as defined below) of Sovereign Common Stock in exchange for shares of ICBC Common Stock, of restricted stock units on Sovereign Common Stock in exchange for RSUs and of options to purchase Sovereign Common Stock upon conversion of Options, in each case pursuant to the transactions contemplated hereby and to the extent such securities are listed in the Section 16 Information provided by ICBC to Sovereign prior to the Effective Time, are intended to be exempt from liability pursuant to Section 16(b) under the Exchange Act such that any such receipt shall be so exempt. “Section 16 Information” shall mean information regarding the ICBC Insiders, the number of shares of ICBC Common Stock held by each such ICBC Insider, the number and description of the RSUs held by each such ICBC Insider and the number and description of Options held by each such ICBC Insider. “ICBC Insiders”shall mean those officers and directors of ICBC who are subject to the reporting requirements of Section 16(a) of the Exchange Act and who are listed in the Section 16 Information.

Appears in 2 contracts

Samples: Merger Agreement (Independence Community Bank Corp), Merger Agreement (Sovereign Bancorp Inc)

Exemption from Liability Under Section 16(b). Assuming that ICBC SIB delivers to Sovereign ICBC the Section 16 Information (as defined below) reasonably in advance of the Effective Time, the board Board of directors Directors of SovereignICBC, or a committee of Non-Employee Directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafter and in any event prior to the Effective Time adopt a resolution providing that the receipt by the ICBC SIB Insiders (as defined below) of Sovereign ICBC Common Stock in exchange for shares of ICBC SIB Common Stock, of restricted stock units on Sovereign Common Stock in exchange for RSUs and of options to purchase Sovereign ICBC Common Stock upon conversion of SIB Options, in each case pursuant to the transactions contemplated hereby and to the extent such securities are listed in the Section 16 Information provided by SIB to ICBC to Sovereign prior to the Effective Time, are intended to be exempt from liability pursuant to Section 16(b) under the Exchange Act such that any such receipt shall be so exempt. "Section 16 Information" shall mean information accurate in all respects regarding the ICBC SIB Insiders, the number of shares of ICBC SIB Common Stock held by each such ICBC Insider, the number and description of the RSUs held by each such ICBC SIB Insider and the number and description of the SIB Options held by each such ICBC SIB Insider. “ICBC Insiders”shall "SIB Insiders" shall mean those officers and directors of ICBC SIB who are subject to the reporting requirements of Section 16(a) of the Exchange Act and who are listed in the Section 16 Information.

Appears in 2 contracts

Samples: Merger Agreement (Staten Island Bancorp Inc), Merger Agreement (Independence Community Bank Corp)

Exemption from Liability Under Section 16(b). Assuming that ICBC Providian delivers to Sovereign Washington Mutual the Section 16 Information (as defined below) reasonably in advance of the Effective Time, the board Board of directors Directors of SovereignWashington Mutual, or a committee of Non-Employee Directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafter and in any event prior to the Effective Time adopt a resolution providing that the receipt by the ICBC Providian Insiders (as defined below) of Sovereign Washington Mutual Common Stock in exchange for shares of ICBC Providian Common Stock, of restricted stock units on Sovereign Common Stock in exchange for RSUs and of options to purchase Sovereign Washington Mutual Common Stock upon conversion of Providian Options, in each case pursuant to the transactions contemplated hereby and to the extent such securities are listed in the Section 16 Information provided by ICBC Providian to Sovereign Washington Mutual prior to the Effective Time, are intended to be exempt from liability pursuant to Section 16(b) under the Exchange Act such that any such receipt shall be so exempt. “Section 16 Information” shall mean information accurate in all respects regarding the ICBC Providian Insiders, the number of shares of ICBC Providian Common Stock held by each such ICBC Insider, the number and description of the RSUs held by each such ICBC Providian Insider and the number and description of the Providian Options held by each such ICBC Providian Insider. “ICBC Insiders”shall Providian Insiders” shall mean those officers and directors of ICBC Providian who are subject to the reporting requirements of Section 16(a) of the Exchange Act and who are listed in the Section 16 Information.

Appears in 2 contracts

Samples: Merger Agreement (Providian Financial Corp), Merger Agreement (Washington Mutual Inc)

Exemption from Liability Under Section 16(b). Assuming that ICBC Mercantile delivers to Sovereign Firstar the Section 16 Information (as defined below) reasonably in advance of a timely fashion prior to the Effective Time, the board Board of directors Directors of SovereignFirstar, or a committee of Non-Employee Directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafter and in any event prior to the Effective Time adopt a resolution providing that the receipt by the ICBC Mercantile Insiders (as defined below) of Sovereign Firstar Common Stock in exchange for shares of ICBC Mercantile Common Stock, of restricted stock units on Sovereign Common Stock in exchange for RSUs and of options to purchase Sovereign shares of Firstar Common Stock upon conversion of Optionsoptions to purchase shares of Mercantile Common Stock, in each case pursuant to the transactions contemplated hereby and to the extent such securities are listed in the Section 16 Information provided by ICBC to Sovereign prior to the Effective TimeInformation, are intended to be exempt from liability pursuant to Section 16(b) under the Exchange Act such that any such receipt shall be so exempt. "Section 16 Information" shall mean information accurate in all respects regarding the ICBC Mercantile Insiders, the number of shares of ICBC Mercantile Common Stock held by each such ICBC InsiderMercantile Insider and expected to be exchanged for Firstar Common Stock in the Merger, and the number and description of the RSUs options to purchase shares of Mercantile Common Stock held by each such ICBC Mercantile Insider and expected to be converted into options to purchase shares of Firstar Common Stock in connection with the number and description of Options held by each such ICBC InsiderMerger. “ICBC Insiders”shall "Mercantile Insiders" shall mean those officers and directors of ICBC Mercantile who are subject to the reporting requirements of Section 16(a) of the Exchange Act and who are listed in the Section 16 Information.

Appears in 2 contracts

Samples: Merger Agreement (Firstar Corp /New/), Merger Agreement (Mercantile Bancorporation Inc)

Exemption from Liability Under Section 16(b). Assuming that ICBC Maxtor delivers to Sovereign Seagate the Section 16 Information (as defined below) reasonably in advance of the Effective Time, the board Board of directors Directors of SovereignSeagate, or a committee of Non-Employee Directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall reasonably promptly thereafter and in any event prior to the Effective Time adopt a resolution providing that the receipt by the ICBC Maxtor Insiders (as defined below) of Sovereign Seagate Common Stock in exchange for shares of ICBC Maxtor Common Stock, of restricted stock units on Sovereign Common Stock in exchange for RSUs and of options to purchase Sovereign and other rights to receive Seagate Common Stock upon conversion of OptionsMaxtor Options and Maxtor RSUs, in each case pursuant to the transactions contemplated hereby and to the extent such securities are listed in the Section 16 Information provided by ICBC Maxtor to Sovereign Seagate prior to the Effective Time, are intended to be exempt from liability pursuant to Section 16(b) under the Exchange Act such that any such receipt shall be so exempt. “Section 16 Information” shall mean information accurate in all relevant respects regarding the ICBC Maxtor Insiders, the number of shares of ICBC Maxtor Common Stock held by each such ICBC Insider, the number and description of the RSUs held by each such ICBC Maxtor Insider and the number and description of the Maxtor Options and Maxtor RSUs held by each such ICBC Maxtor Insider. “ICBC Insiders”shall Maxtor Insiders” shall mean those officers and directors of ICBC Maxtor who are after consummation of the Merger will be subject to the reporting requirements of Section 16(a) of the Exchange Act and who are listed in the Section 16 Information.

Appears in 2 contracts

Samples: Merger Agreement (Seagate Technology), Merger Agreement (Maxtor Corp)